All Alone
by Willara4ever
Summary: Since her return from England, Willow has tried to accept the downfall that was her life. Her true love died, her friends feared her, the world nearly ended again, and Sunnydale became a crater. Now while she's doing her best to fix her broken friendships, she realizes that love comes in unexpected places. AU set after season 7, Kennedy and Willow never dated. I own nothing.
1. Prologue: Haunting Memories

**A/N: I want to thank ****Gimpy72**** for helping me with starting this story. I appreciate you reading the story and helping me come up with the story idea and the story title. **

**Disclaimer: I do not own any of the Buffy characters or anything that comes from the show. That belongs to Joss Whedon, and this is purely his world getting rewrote through my mind. **

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**Prologue: Haunting Memories**

Standing in their room smiling at each other, Willow couldn't believe the happiness that flowed through her at the sight of the blond standing with her back to the window and smiling at her. Tara's hands were in her back pocket and she was giving Willow the secret smile that she only saved for her, making Willow's heart flutter at the sight.

As the two stared at each other smiling, the sound of two gun shots filled the air, and a warm liquid sprayed over Willow's face and shirt causing her to flinch slightly at the unfamiliar sensation.

"Your shirt?" Tara whispered, noticing the new stains on her lover's white shirt before slowly falling to the ground as a pool of blood created it's own stain on her blue shirt.

"Tara?" Willow questioned, rushing over to her girlfriend's side, pulling her into her arms. "Tara? Baby?"

When no response came, tears started falling down Willow's eyes as she felt her heart shatter. "Baby, come on," she cried, holding her girlfriend as she tried to get some response. "No, no, no," she whimpered each word, refusing to accept what she knew was true. Her girlfriend, the love of her life, her soulmate was dead, gone from her in an instant.

* * *

Standing in the forest, Willow started at the man, strung up by vines from a tree, watching her with fear in his eyes. She enjoyed seeing that fear. It meant that he knew she had the power now. Her usually fiery hair was now black, like the whole that would forever fill her soul because of him. As the man begged for his life, one string of thought filled Willow with hatred.

This pathetic excuse for a man took away the only thing in my life that ever made me feel complete. He took away my heart and soul. He killed Tara.

As Willow stared at Warren, her green eyes watching him as she waited for him to give her a reason not to kill him, she finally realized there was nothing he could say. He had no right to live after taking Tara from her. She only uttered one phrase as she looked at the pathetic man before her.

"Bored now," she said in a singsong voice, before moving her hand in a quick motion and looking at Warren's body, skinless before her.

"Oh my God."

"What did you do? Willow, what did you do?"

The words were said so softly, that it drew Willow's attention, and she turned her head to see her 'friends' standing before her. Turning away from them, Willow set the body before her on fire, watching it burn away in seconds before turning back to her friends, her green eyes now black.

"One down," she responded, before disappearing in a cloud of smoke.

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Sitting alone in a grassy meadow, Willow watched the ground as she let her magic flow through her, causing a flower grow and bloom in less than a minute.

"That doesn't belong there," a familiar voice said, catching Willow's attention.

"No, it doesn't," Willow responded, and listened as Giles made his knowledge of the plant known, bringing a small smile to her face. "Is there anything you don't know everything about?" she joked, turning to finally look at him.

"Synchronized swimming. Complete mystery to me," he responded, before going to kneel next to her.

They talked for a few minutes about the flower and then Willow's training. She told Giles about her feelings of the coven's fears of her. Finally after the two stood up and started walking back to the coven, she decided to bring up something that confused her.

"When you brought me here, I thought it was to kill me or to lock me in some mystical dungeon for all eternity or with the torture. Instead you, go all Dumbledore on me. I'm learning about magic, all about energy and Gaia and root systems," Willow babbled, hoping Giles would understand.

"Do you want to be punished?" he asked, looking at her.

"I wanna be Willow," she said, feeling her heart break as she realized that the woman she was now was so different from the girl she use to be.

"You are," Giles said, looking down at the girl who was like a daughter to him. "In the end, we all are who we are, no matter how much we may have appeared to have changed."

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**A/N: This is my first attempt at writing a story about Willow and someone other than Tara or an OC. The OC story failed completely because I couldn't get myself to write it, so we'll try this one. Please review/follow/favorite. **


	2. Chapter One: Coming Home

**Chapter One: Coming Home**

It had been months since Willow Rosenberg had last visited her friends. Since the destruction of Sunnydale, the three friends had each gone their own way, needing to find their place in life once again. Xander had left with Anya, to rekindle their relationship. Buffy, however, took the other slayers and with the help of Faith and Giles, set up a program to train the slayers.

Willow, went off on her own, needing to heal her broken soul. She hadn't given herself the chance to grieve after Tara's death, and with one hellmouth closed and an apocalypse out of the way, she left, giving herself time and space to accept the loss of her soulmate.

Now with her heart on the mend and her thoughts in safer places, Willow knew it was time to fix the friendships she had destroyed in her quest for revenge. Though Buffy and Xander would never admit it to her, Willow knew that things were not right between them yet. Everyone still walked on egg shells around her. Dawn was still angry with her for threatening to turn her into the key again, and Buffy and Xander were afraid to let her use her magicks without someone watching her. Giles was the only one who wasn't afraid to trust her, ensuring that she knew what needed to be done.

Faith was the only one who really even talked to Willow as a friend though. It had surprised Willow how the one person she hated, was now the one person she trusted to tell her the truth. She and Faith were the same in so many ways. Both killed people, and were now looking for redemption.

Now, for the first time in months, Willow was going to Cleveland to see her friends. Xander and Anya rejoined Buffy a week ago, and Willow knew that it was time to do the same. It was time to go home and find redemption.

Redemption was hard. The seductive whispers of evil trying to call you back, the feelings of guilt ripping at your soul until nothing is left. It was hard, trying to ignore the whispers and let go of the guilt. The dreams of your sins reminding you every step of the way.

Those dreams still haunted Willow, causing her to wake with tears streaming down her face as she cried out into the darkness. Part of Willow always knew these dreams would haunt her, but she wasn't ready to accept it.

As she stared into the night sky, Willow thought of Tara as she headed to the Slayer Headquarters. She missed Tara. Every day her thoughts would turn to the blond and bring with it the pain and sorrow that came with losing her.

Forcing her thoughts away from her lost love, Willow stared at the building that she knew was the Slayer Headquarters. She was scared to see her friends again. Talking to them seemed so much easier from a distance where she didn't have to see the look of fear in their eyes. As she knocked on the door to the large building, Willow waited with butterflies fluttering in her stomach.

The large door opened and an unfamiliar girl stood there, instantly going into a fighting position in preparation for an attack. "Who are you? What do you want?" the girl questioned, holding up a sword.

"Willow Rosenberg. I'm here to see Buffy Summers and Xander Harris. They're expecting me," she said, letting her magic rise in case she needed it.

"Put the sword away," a voice said in the background to the slayer at the door. "You wouldn't be able to take her in a fight." When the hidden voice came into view, Willow smiled at the familiar dark haired girl. "Hey Willow."

"Hey, Rona. Where's Buff?"

"She's with some of the other slayers training them. She warned us you were coming," Rona explained before turning to look at the unfamiliar girl. "Jai, go find Miss Summers and let her know that Willow Rosenberg is here."

The girl, Jai, nodded and rushed off, leaving Rona and Willow. "Sorry, she's one of the newer arrivals and hasn't learned to identify friends." Stepping aside for Willow to enter, Rona closed the door and started towards the main room. "Everyone's missed you," Rona said, looking over at Willow. "Especially Kennedy. She misses flirting with you nonstop."

Willow smiled slightly at Rona's words and shook her head. "Is she ever going to get the hint?"

Rona shrugged. "Doubtful. She thinks your cute and goes for what she wants. Not likely she's going to back down."

Willow nodded and tilted her head as they walked into the main room and a group of slayers were throwing each other around. She saw Faith was leading this group and was impressed by the reformed slayers strategy.

As she watched the group for a while, the sound of footsteps approaching her caught her attention, and she turned to face Buffy. "Hey Buff," Willow said to the familiar blond with blue eyes walking towards her.

"Will, long time no see," Buffy said, walking to the redhead and pulling her into a hug. "Makes a slayer grumpy," she finished, causing Willow to smile as she hugged her back. As they hugged, Rona slipped off, knowing they should talk alone.

"Sorry. I just needed...time," she muttered as Buffy released her, knowing it wasn't a good excuse.

"I know. I understand," Buffy responded, looking at her. "How are you? Really?"

"I'm better. I still miss her, but I always will. She was my everything, you know? My soulmate," Willow said, shrugging slightly.

Buffy nodded, understanding her best friend's meaning. "I know."

Willow gave her friend a sad smile and looked around. "Where's Xander?"

"He's on his way. Anya was teaching a class and asked him to sit in on it."

Willow grimaced at the words. "You let Anya teach a class?"

"Yeah. She knows she not allowed to talk about anything but demons. Money, sex, and Xander's performance in the bedroom are not allowed to be discussed," Buffy said, looking over Willow's shoulder to see Anya and Xander walking into the room.

"Wills," Xander said, swooping his oldest friend into a great bear hug and causing Willow to stiffen.

"Xander, breathing...becoming an issue," she complained causing him to put her down.

Turning to him, Willow smiled at the sight of the man standing before her with brown hair and soft brown eyes. One of which was covered with an eyepatch after a mistake in the field. Standing next to him was a blond with a huge smile on her face and brown eyes.

"Hey Anya," Willow said, forcing a smile for the former vengeance demon.

"Hello, Willow. It's good to see you. Have you killed anyone lately?" Anya asked, causing Willow to flinch slightly at her words and earning a glare from Xander and Buffy.

"Ahn, we talked about this," Xander said, looking at his girlfriend.

"What? I'm just trying to start a conversation. We could have interesting conversations. I could tell her about some of the guys I killed while I was a vengeance demon. We could compare notes," Anya said, sounding proud.

"Ahn!" Xander said, noticing Willow had shut down once again.

The Scoobies stood their in silence before Willow decided to break the silence. "Where's Dawn?"

"She's at college right now. She's doesn't come visit until next week," Buffy said, feeling pride that her little sister had gotten into a pretty good college.

"Oh," was all Willow said, causing the Scoobies to go silent again. The silence only lasted for a moment before Faith walked over.

"Red! Nice to see you. It's been to long," she said, putting an arm over Willow's shoulder.

"Hey, Faith," Willow said, giving her a weak smile.

"How've you been, Red? We missed having you around here. It got some of Kennedy's attention off of the rest of us," Faith said, nudging Willow slightly.

Willow's fake smile turned into a real one at Faith's teasing. "I'm not here to keep Kennedy from coming onto you," Willow informed her.

"Too bad," Faith said, looking over at the group. "Got to get back to teaching the newbies how to fight the big bad. Catch you later, Red." After a pat on the back, Faith rushed back over to the group of slayers she had been with earlier.

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**A/N: Enjoy the update. I want to thank Gimpy72 for reading over the chapter and helping me with it. She really gave me a lot of inspiration. Please be sure to review. **


	3. Chapter Two: Friendship and Sadness

**Chapter Two: Friendship and Sadness**

Later that night, Willow was sitting outside under a tree meditating. She allowed her magic and herself to become one with the earth and used the earth to heal and cleanse her magicks. While she was doing this, Willow felt someone approaching but didn't open her eyes. "Buff?" she whispered, keeping her eyes closed and continuing to meditate.

"Hey Will. Am I interrupting?" Buffy asked, not walking any closer.

After a few moments, Willow stopped and turned to her, opening her eyes. "Not at all," Willow replied, giving her friend a small smile.

"What were you doing? Meditating?" Buffy asked, curiously.

"Yeah, basically. It helps cleanse the darkness from my magicks. I'm using the pure energy's of the earth and releasing the dark energies," she explained, looking at Buffy.

Buffy looked at her confused and Willow smiled slightly. "I'm meditating," she simplified, watching Buffy roll her eyes.

"That's what I said," Buffy complained, watching Willow's smile widen.

Willow nodded. "Yeah, I know," Willow responded. "What's up?" she asked, wondering why Buffy had come looking for her.

"I wanted to see if you could use company. Kennedy said you had come out here alone. I wanted to make sure you were okay," Buffy said, watching Willow cautiously.

"I'm fine. Wait. How did Kennedy know I came outside? I didn't tell anyone where I was going," Willow asked, looking at her friend.

"I think she has a mental tracker when it comes to you. If your within 100 yards, she'll know exactly where you'd be. I swear that girl is obsessed with you," Buffy said, smirking at her friend.

"No, she's obsessed with my power. Right now, not many people are more powerful than her, but I am," Willow explained.

Buffy nodded, knowing exactly what Willow was talking about. They sat there in silence for a few moments, listening to the sound of nature and each other's breathing. Finally Willow broke the silence.

"How long are you going to be afraid of me?" Willow asked, not looking at Buffy for fear of what she'd see in her eyes.

"I'm not afraid _of_ you, Will. I'm afraid for you," Buffy whispered, reaching out to touch her friend's hand. "I know your doing everything to control the darkness thats still inside of you, but I'm afraid of how much of yourself is being destroyed in the process."

"Buffy, the Willow you knew died when Tara was killed," Willow admitted, finally turning to her friend.

"I know. Whatever part of you that may have been left died after you killed Warren as well. I already know you're never going to be you again, Will. But you'll always be my Willow," she said, hugging her friend in an awkward hug.

Willow nodded, feeling tears come to her eyes at Buffy's words. The tears finally spilled over when Buffy's arms had wrapped around Willow, and she allowed her best friend to hold her while she cried for all she had lost over the past two years.

A little while later, Willow regained control and wiped the tears from her eyes pulling away from Buffy and standing up. "Will?" Buffy said, watching Willow start to walk away.

"I just need a few minutes alone, Buff. I'll be alright," she whispered, her voice breaking on the last word.

Buffy frowned but nodded. "I'll be inside. Xander and Anya wanted all of us to go out to dinner, catch up and all. If your interested?" Buffy said, waiting for Willow to respond.

"Sounds fun," Willow said, before walking off.

Buffy watched Willow go, feeling sadness for her best friend. She knew Willow was hurting, and though she wanted to help, Willow wouldn't let her. Willow still felt she didn't deserve her friend's help. She had been like that last year during the battle with the First as well. Afraid to allow anyone too close to her. Always believing she was all alone in the battles between herself and her magicks. Even battles against her emotions had to be fought alone.

When Willow disappeared from sight, Buffy stood up and walked into the house, hoping to find Faith. She knew a good sparing session would get her mind off of Willow's problems. Two people worrying about the same thing was never good.

* * *

Willow closed her eyes as she walked, wanting to clear her mind of the pain and sorrow that allows seemed to fill her. The darkness inside her seemed like nothing compared to the feeling of emptiness that always consumed her when she thought of Tara and the hole inside that had been left inside her heart since Tara's death. Willow sometimes wondered if that bullet had pierced her heart as well, ripping a large hole as it shot through her.

There were times where Willow wished that she had been the standing in front of the window. She never understood why Tara's life had to be taken. Tara was so good and pure. Willow should have been the one to die. She was the darkness to Tara's light. She killed Warren, then Rack. Nearly killed Giles. Tried to turn Dawn into a ball of energy. Willow had made so many mistakes without Tara around to help her. Tara would never have done that. She would have grieved and moved on. She would have healed her heart before finding someone to heal her soul. Not a replacement. Willow knew that if Tara had lived, she wouldn't have tried to replace her, she would have just tried to heal. Willow didn't even feel she was strong enough to heal. She didn't deserve it. The pain and hurt were there to remind her that she didn't deserve to live. The only good she'd done since Tara's death had been that spell to activate all the slayers and when she reensouled Angel. Tara could have done that and so much more.

Willow felt a sob escape her throat and fell to her knees. She needed to stop listening the dark magicks. No matter how much truth those words held. Taking a deep breath, Willow wiped the tears from her face as she tried to regain control. She pushed all thoughts of her pain and Tara's death from her mind. Thinking only of the good times with her lost soulmate, Willow felt an inner calm consume her and she opened her eyes, expecting to see Tara, but knowing better.

After taking a few more moments to ensure she had her emotions under control, Willow finally walked inside, going to find Buffy or Xander to ask when they were planning to go to dinner.

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**A/N: Thank you Gimpy72 for reading this chapter and always helping me with my stories. **


	4. Chapter Three: Fears From The Past

**Chapter Three: Fears From The Past**

Willow walked back into the large house, searching for one of her friends. As she started down the hall, a figured appeared before her, causing Willow to come to a halt.

"Kennedy?" Willow said in disbelief, looking at the brunette before her. "What is it?" she asked, her green eyes filled with annoyance.

"Hey, Willow. I was hoping we could talk," Kennedy said, smiling at Willow.

Willow frowned, taking a deep breath before responding. "Now's not a good time. Do you know where Xander or Buffy are?"

"Why not?" Kennedy asked, not answering Willow's question.

"Because I'm busy. Where's Xander and Buffy?" Willow tried again, hoping the new slayer would answer her.

"If you're so busy, why do you need to talk to them? I mean, you can always just talk to me about something. I'd be more than happy to help you with anything that's bothering you," Kennedy said, stepping closer to Willow.

"Yo, Brat, back off," a familiar voice said, causing Willow and Kennedy to look over and see Faith walking up.

"I wasn't doing anything," Kennedy complained, frowning at Faith.

"Yeah? Right. So you weren't just coming onto Red again for the millionth time?"

Willow smiled sightly at Faith's words. "It's alright, Faith. Thanks. Where's Buffy?" she asked, knowing Faith would most likely know where her sister slayer was.

"She's upstairs in her room. Said something about a dinner date for the original Scoobies," Faith explained, looking away from Kennedy to Willow.

"You're not coming?" Willow said, confused.

"Nah. Someone has to play babysitter for the newbies."

Kennedy's eyes flashed at Faith's words and she glared at the older slayer. "We don't need a babysitter," Kennedy snapped.

"Sure. Whatever."

Willow smiled and nudged Faith. "You should come. Get out for a while. I'm sure Rona will keep them in line."

Faith shook her head. "No thanks. Not much for the group thing. One on one is more my thing," Faith joked, walking off before Willow could say anything in response.

Kennedy relaxed when Faith left and turned to smile at Willow. "So, you guys are going to dinner tonight. Is it like a date thing?" Kennedy asked, hopefully as she looked at Willow.

"Umm...no...not a date thing. Just Buffy, Xander, Anya, and I catching up," Willow explained, slipping around Kennedy quickly and heading upstairs.

As Willow made her way up to Buffy's room, she frowned as she stood outside the door, not sure whether to knock or just walk in like she normally would. It was strange second guessing an action that she usually would have done without a second thought. Now she was afraid to do something wrong, something that Buffy wouldn't like.

Willow contemplated this for a moment longer before deciding to go the safe route and knocking on the door. As she waited for Buffy to open the door, she shifted back and forth, feeling rather uncomfortable.

"Will?" Buffy said, seeing her best friend standing at her door. "Since when do you knock?" she asked, confused.

Willow just shrugged, trying to think of a good explanation that wouldn't have Buffy trying to make her feel better about their screwed up friendship. "Um...you know...I didn't want to just walk in since you live in a house filled with a bunch of girls. I thought you might deal with them walking in too much," Willow explained, lamely.

"Everyone else knocks. You don't," Buffy told her.

"Um...okay. Did Xander tell you what time he wanted to go to dinner?" Willow asked, wanting to leave the room as quickly as possible.

Buffy looked over at the clock on her nightstand, revealing it to be 4:23pm. "Oh, he said 6:30. Is that enough time?" Buffy wondered, turning to look at Willow again.

"Yeah. That's fine. Finey mcfine fine," Willow said, looking away from the blond.

"Will?" Buffy whispered, stepping towards the redhead. "Are you okay? And don't say your finey mcfine fine. I know that means your lying."

"Yeah, just nervous. You know?" Willow explained, shifting back and forth on her feet.

"Why are you nervous?" Buffy asked, touching the redhead's arm.

"I don't know. I mean...everything is so different now. So many things have happened in the last few years alone. We're not the same people we were. I'm not even sure who I am now. I don't know what's going to happen at dinner because the last time all of us were together in one room, it ended in a disaster and you got kicked out of the house. Buffy, I don't want us to get into a fight. I don't want to be the one kicked out this time. I lost so much already. I don't want to lose you and Xander, too," Willow said, her voice breaking as she spoke.

"You won't. Will, that was a bad day for all of us. We had a big bad messing with all our heads and I made some mistakes. We all did. You're not going to lose us," Buffy promised, taking Willow's face in her hands. "You're not going to lose us," she repeated, looking into Willow's watering emerald eyes.

Willow nodded, and closed her eyes, trying to calm her emotions. "Sorry. I feel so insecure these days. I think its because my world crumbled in on me," Willow whispered, hoping to make the words come out as a joke, but only sounding like she was going to break apart.

"Will," Buffy said sadly, pulling her best friend against her. "I know. We love you, Will. We'll always love you," Buffy reminded her, holding her close.

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**A/N: Hope you enjoyed the chapter. Please read and review. Thank you Gimpy72 for reading the chapter and correcting my mistakes. **


	5. Chapter Four: Dinner for Four

**Chapter Four: Dinner for Four**

At dinner that night, the four friends sat together discussing the last few weeks that they spent apart. Willow was listening silently to Xander's and Anya's stories of there time together while Buffy smiled and asked questions. When the story was finished, Xander turned to look at Willow.

"What about you, Will? What have you been doing since the hellmouth's destructions?" Xander asked, watching his friend curiously.

Willow just shrugged before looking down at her hands, not wanting to answer but knowing she'd have to say something. "Just went around, spent time by myself. Thought about what happened two years ago," Willow said.

"Went where, Will? We know that you were giving yourself time to grieve, but where'd you go?" Buffy wondered, looking at her friend.

"Just around, Buff. I didn't pay attention to where I went. I just went around," Willow explained. "I just went wherever I needed to go to think."

Buffy and Xander frowned at Willow's words, neither wanting to question the redhead anymore. "Did you make any money?" Anya asked, smiling brightly at Willow.

"No," Willow said, forcing a smile at Anya's question.

"Oh. Well did anything interesting happen to you?" Anya asked, her voice extremely cheery.

"Not really. Just worked on emotional problems," Willow told her.

"Did it help?"

Willow looked at Anya and nodded. "Some. I mean, I'm not completely better, but I worked out a lot of my problems. I healed a little and learned to deal with some of the pain that came from losing Tara," Willow explained.

Buffy reached out and touched Willow's hand gently. "You're okay though?" Buffy asked her.

"I'm better, not perfect, but better."

Xander frowned slightly before looking at Buffy. "What about you, Buff? Any frolicking adventures with the newbies?"

"Many. You'd be surprised how many times I thought the girls were going to kill each other to get into the bathroom," Buffy said, smiling at the memory.

Willow, Xander, and Anya all smiled at the words, unable to hold back the slight chuckle that came from the image Buffy described.

"How's Dawnie?" Willow asked, looking at Buffy.

"She's okay. She's missed you," Buffy told her, watching Willow cautiously.

"Does she still hate me?" Willow questioned softly, her voice low so it wouldn't break.

"She's never hated you, Will. She was angry at you for a while, but she didn't hate you. She loves you. You're family," Buffy said, reaching over and pulling her best friend into a hug.

Willow nodded and let Buffy hug her for a moment before pulling away. "I need to use the bathroom. I'll be right back," Willow said, standing up from her chair and walking across the restaurant and into the bathroom.

When Willow got into the restroom, she walked over to a sink and leaned against it, resting her hands on the porcelain tops and hanging her head. She allowed a few tears to fall down her face as she thought about Tara and the pain of losing her. As she cried to herself, her head jerked up as the door to the bathroom opened and a hand rested on her back.

"Willow?" Buffy said, looking at her friend. "You okay?"

"It hurts, Buff. It hurts so much. I miss her. Every time I think about her, I feel like I'm going to fall apart, but I can't. I know she's gone. I've accepted that, but it hurts so much. I don't know what to do anymore," Willow admitted, hanging her head again.

"Will," Buffy whispered wrapping her arms around Willow. "It's going to hurt. She was everything to you. You told the doctors that once when Glory messed with Tara's mind. You told Tara during that time that she was your always. You lost her, and it's going to take a lot longer than a few years to get over that. You may never get over it."

Willow nodded. "Thank you. Somehow you always understand what I'm feeling better than I do, and you know exactly what to say to help me. I really appreciate that, Buff."

"That's what friends are for," Buffy responded, squeezing Willow quickly before releasing her. "Ready to go back out there and finish dinner?"

"Not yet," Willow said, turning to check the mirror and make sure her green eyes weren't red and puffy. "Alright. I'm ready."

Buffy smiled and walked with her back into the restaurant and over to the table they were sharing with Anya and Xander. "Everything okay?" Xander asked, looking worriedly at Willow.

"Fine, just needed to use the bathroom," Willow said, sitting down.

"That was a long time in the bathroom," Anya commented, giving Willow a strange look.

"Long line," Buffy explained, quickly.

"How's the stomach?" Willow asked, changing the subject quickly. "I mean, is it healed alright?"

Anya nodded. "Yes, thank you for asking. It's healed quite well."

Willow gave her a slight smile and turned to Buffy. "How's Faith handling Robin's death? I didn't want to ask her because she doesn't like discussing her personal life."

"I think she's okay. It was a little difficult for her because she liked him, but I don't think she loved him," Buffy said.

"She seemed like she was doing better when I saw her earlier today after the Kennedy incident. She didn't have that look of sadness in her eyes anymore," Willow admitted.

"Kennedy incident?" Xander asked, curious to know what happened with the girl that was currently obsessed with his best friend.

"What happened with Kennedy?" Buffy asked, not happy that Kennedy had come onto Willow again.

"She just kept asking me to talk to her and wouldn't tell me where you guys were. Faith had to tell her to back off and tell me where you were. She did try to convince me to bring her as a date to dinner tonight," Willow explained, rolling her eyes as she explained.

Xander laughed and shook his head while Buffy frowned at Willow's words. Anya just smiled brightly at Willow, Xander, and Buffy.

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**A/N: Thank you Gimpy72 for all the help with ideas and for reading over the chapter. For anyone that likes Robin, this was nothing personal against him. I just wasn't going to use him in the story and I needed a reason why Anya didn't die. So the two just pretty much switched places. **


	6. Chapter Five: New Feelings

**Chapter Five: New Feelings**

The next day, Willow was walking through the hall, carrying her laundry back to her room when a familiar figure stepped in front of her. "Hey, Beautiful," Kennedy said, smiling at her.

"Kennedy, I'm trying to get through here," Willow told her, frowning at the brunette.

"Sorry. Need help? I can carry that," Kennedy offered, stepping closer to Willow.

"No. It's not heavy, now please move," Willow tried again, trying to step around her.

"Can we talk?" Kennedy asked, closing the little bit of distance between them.

"Now's not a good time."

"When is? You're always saying that. I think you're trying to avoid me," Kennedy complained, her smiling falling into a frown as she stared at Willow.

"I don't know. Now move," Willow demanded, losing her patience with the brunette.

"Willow, I want to talk. We need to talk," Kennedy tried, reaching out to touch Willow's arm.

Walking down the stairs, Buffy frowned when she heard Kennedy and Willow arguing. She knew the brunette wouldn't stop until Willow gave her the time of day, but she could tell Willow was close to losing her temper. Quickening her pace down the stairs, Buffy felt her own temper rise as she prepared to tell Kennedy off.

"Do you ever stop? Willow has made it very clear that she is not interested in having orgasms with you," Anya interrupted, causing Willow and Kennedy to turn to face the ex-demon.

"How would you know that?" Kennedy asked, glaring at Anya.

"Because she is very uncomfortable around you. Willow does not like to be around you. Have you not noticed that she always try to find a way away from you? I'm very good at figuring out who wants to have sex," Anya announced proudly.

"Fine. Whatever," Kennedy snapped, before walking off.

"Thank you," Willow told Anya gratefully before walking up the stairs and nearly running into Buffy. "Hey," she said, smiling.

"Hey, Will. Want help?" she asked, pointing at the basket of clothes.

"Sure," Willow responded, handing the basket to Buffy and following her up the stairs to the room.

"Where do you want them?" Buffy questioned as they walked into the room.

"Over there's fine," Willow said, watching as Buffy put them down. "Everything okay, Buff? You looked a little angry on the stairs."

"Fine."

"Wanna talk about it?" Willow asked.

"Sure. Can we go outside?"

"Yeah." As the two made their way downstairs, neither noticed Kennedy watching them from the hall.

* * *

Sitting under a Weeping Willow, Buffy watched as Willow turned to face her. "What were you angry about?" Willow asked, curiously.

"Kennedy. I heard her harassing you again and it made me angry. I was about to interrupt when I heard Anya take care of it."

Willow nodded. "Yeah. She doesn't seem to take no for an answer. She's pushing me to far. I'm afraid I'll end up hurting her if she doesn't stop," Willow admitted.

"Will, I don't think you have anything to worry about. I won't let you go evil again. I promise you," Buffy informed her, hazel eyes meeting green. "I won't let you go through that again."

Willow nodded. "Thank you," she whispered, tears falling from her eyes.

Reaching out to wipe the tears away, Buffy frowned, hating the sight of her best friend crying. "Don't cry, Will," Buffy said, looking at the tear soaked face and frowning at the redhead.

Pulling Willow into a hug, Buffy held her as the tears slowly fell, kissing the top of her head as she gave comfort to her friend. "Don't cry," she repeated softly, holding Willow close.

After Willow finally calmed down, Buffy continued to hold her, enjoying the closeness to her friend. They sat like that for a few moments, before Willow lifted her head to look at Buffy.

"Thank you," Willow whispered, looking into Buffy's hazel eyes again.

Buffy just nodded, unable to respond as her breath caught at the brightness of Willow's green eyes. She was captivated, and it amazed her that she never noticed how beautiful Willow's eyes were before, or how her hair fell so perfectly and her lips were so kissable._ Wait...what?_ Buffy thought, trying to force her thoughts away from Willow's lips before she did something stupid. _Like kiss my best friend._

Attempting to look away from Willow, Buffy didn't notice herself leaning towards the redhead, or even that Willow was leaning towards her as well. She wasn't aware of her hand rising towards Willow's hair, only to be caught by surprise when she felt the softness against her fingers. With only inches separating their lips, Buffy started to close the distance when the sound of fighting caused her to jerk back and turn in the direction of the raised voices.

A couple of yards away, Faith and Kennedy stood facing one another, both of their hands clinched into fists as they argued back and forth. Standing up, Buffy made her way to the two slayers, irritated with them for interrupting, but also grateful that she didn't kiss her best friend without a chance to figure out what made her want to kiss Willow in the first place.

* * *

**A/N: Thank you Gimpy72 for helping out and catching my mistakes. **


	7. Chapter Six: Confusion and Desertion

**Chapter Six: Confusion and Desertion**

"What the hell is wrong with you?" Faith snapped, pushing Kennedy back a few feet.

"It's none of your business, Faith."

"Right. None of my business. You're up in Red's room, going through her clothes and it's none of my business?" Faith asked in disbelief.

As she was walking over, Buffy came to a stop a few feet from them at Faith's words.

"You what?" Buffy snapped, walking over to Kennedy in anger.

"Its not your concern," Kennedy told Buffy, anger in her voice.

"Willow is my concern. When you're going into her room, it's my concern," Buffy said, glaring at Kennedy.

"She's not your girlfriend. She's your friend. I have a chance." Kennedy snapped.

"You don't have a chance. When are you going to get that? Red's not interested," Faith told her.

"She just hasn't realized she's interested. I'm right for her," Kennedy defended.

"No you're not. You're the last thing Willow could want or need," Buffy said to her.

"And what? Do you think you're right for her?" Kennedy asked, stepping towards Buffy with her hands clenched.

Buffy froze, unable to respond to the question. After staying silent for a few moments, Faith and Kennedy turned to Buffy in surprise. "Oh my god. You do," Kennedy said in disbelief.

"Back off Slayer Jr," Faith growled, pushing Kennedy back a few steps. "Get inside and start training with the others. Now!"

As Kennedy rushed off in anger, Faith turned to Buffy. "You alright, B?"

"I don't know," Buffy muttered, running a hand through her hair. "She's Willow, Faith. She's my best friend, and yet I can't seem to remember that. When I'm around her, all I can think about is how cute her smile is or how bright her eyes are."

Faith nodded in understanding. "You're in love with your best friend."

"I don't know. I feel something for her, but I don't know what it is," Buffy admitted, frowning as she looked at Faith.

"You'll figure it out, B. You and Red always had something. At least since I knew you, but you had Angel and, Red had dogboy. Then Red got Blondie and you got the good ol boy."

Buffy smiled slightly at Faith's words. "Thanks, Faith," Buffy said, looking at her sister slayer.

* * *

Rushing into the house and to her room, Willow closed her door and grabbed a bag from the closet. She quickly started filling it, feeling tears fall from her eyes and thoughts of Tara and Buffy battled inside of her. Grief and guilt were the two things that Willow knew well, and now they seemed to have gotten stronger.

_I almost kissed Buffy, _Willow thought_. I almost kissed my best friend. My straight best friend._

Willow frowned as she reached out and picked up the picture of Tara sitting on the dresser. "I wish you were here, Baby. I need you right now. You were the only one I could always talk to about everything. I miss you, Baby," Willow whispered, running her finger over Tara's smiling face.

Willow stood there in silence for a few moments before reaching over and setting the picture back in its place on her dresser. Willow finished silently packing the bag, and started to walk out her door when she stopped at the sight of Xander standing there with his fist raised to knock.

"You're leaving?" he asked, seeing the bag in Willow's hand.

"I have to, Xander. I'm not ready to be around everyone yet. I thought I was, but I'm not," Willow said, dropping her head so that Xander couldn't see the secrets in her eyes.

"What are you hiding, Will?" Xander wondered, reaching out to lift Willow's face so she was looking at him.

"I'm not hiding anything. I just need to get out of here. I need to go," Willow told him, trying to look away again.

"Will?"

"Xander, please. I can't do this. I can't stay here. Please," Willow pleaded, attempting to back away from him.

"Will? What happened?"

"Please," she whispered, looking at him with pleading eyes.

"Alright, Will. Are you going to say goodbye to Buff?"

"I can't. I just...I need to leave now, Xander. I need to get away," Willow told him again.

"Okay, Will. I'll let Buff know that you had to go," he promised, pulling her into a tight hug and kissing the top of her head. "I love you, Will."

"I love you too," she whispered, before rushing down the stairs and out of the house. Tossing her bag into the backseat of her car, Willow slipped into the driver's seat and drove away.

* * *

Deciding it was time to talk, Buffy headed upstairs, looking for Willow. Opening the redhead's bedroom door after knocking, Buffy frowned at the empty room. "Will?" she called out, walking into the room and seeing that somethings were missing.

"She left. She looked freaked," Xander said, looking at his friend. "She didn't want to wait around to say goodbye. I think something happened."

"She's gone?" Buffy asked, looking at Xander in confusion.

* * *

**A/N: Thank you gimpy72 for being a beta for this chapter and this story. **


	8. Chapter Seven: Remembering the Past

**Chapter Seven: Remembering the Past**

The drive from Slayer's headquarters to the hotel did nothing to clear Willow's mind. Part of her knew it was wrong to run off like she did. After all, Buffy was probably just as confused as she was, right? _That is if Buffy even noticed the almost kiss_, Willow thought, glaring at the bed in her hotel room as she tossed her bags on the floor.

Walking over to the bed, Willow fell onto it, burying her head into the pillow as if to smother herself. She no longer felt whole. _Not since Tara's death. Now its worse because of Buffy_, Willow realized, rolling onto her back and looking up at the ceiling. As much as she wanted to heal and love again, she felt like it'd be a betrayal to Tara. _Especially if it was with Buffy._

Closing her green eyes, Willow thought about the blonde she had loved and lost, and the one that she was starting to fall for now. Tara had been everything Willow could ever want, but Buffy was everything Willow ever wanted to be. _Confident, beautiful, brave, powerful, strong..._ The list continued to grow as Willow thought about her best friend.

"Was there always something there?" Willow wondered aloud as her mind wondered to the first few years of their friendship. The time before Tara.

* * *

**_Flashback_**

"Willow, nice dress," the voice alone brought a sense of dread to the girl as she quickly stopped drinking from the water fountain to face non other than Cordelia Chase. "Good to know you've seen the softer side of Sears."

"Oh, w-w-well, my mom picked it out," Willow explained quickly, hoping to deter some of Cordelia's cruelty.

"No wonder you're such a guy magnet," Cordelia said coldly, watching Willow's confusion. "Are you done?"

"Oh," was all Willow replied before rushing down the hall. At the end of the hall, Willow turned back for another glance at the girl with Cordelia, surprised to see the blonde watching her as well._ Leave it, Rosenberg. She's just another Cordette,_ Willow thought, before walking through the doorway and to her next class.

_**End of Flashback**_

* * *

_Okay, yeah. Definitely felt something strange the first time I saw her, but I always just thought it was envy. I had always wanted a friend that was a girl. I loved Jesse and Xander, but they didn't understand the girl stuff_. Closing her eyes, Willow thought back to another moment with Buffy. The time when they first spoke to one another.

* * *

_**Flashback**_

Sitting on the side of a wall, Willow started to unwrap her lunch, when an unfamiliar voice caught her attention. "Uh, hi. Willow, right?"

Surprised by the sight of the blonde girl that she had last seen talking with Cordelia, Willow quickly went into defensive mode. "Why? I-I mean 'hi'. Did you want me to move?"

"Why don't we start with 'hi, I'm Buffy', and then lets segue directly into me asking you for a favor," Buffy said as she sat down next to the confused redhead. "It doesn't involve you moving, but it doesn't involve you hanging out with me for a while."

"But aren't you hanging out with Cordelia?" Willow asked, a slight laugh in her voice.

"I can't do both?" Buffy wondered, sounding slightly confused.

"Not legally," Willow admitted, sounding very serious.

"Look, I really want to get by here. New school. Cordelia's been really nice...to me anyways," Buffy said, pausing for a moment before continuing as she pulled out her own lunch. "But I kinda have this burning desire not to flunk all my classes, and I heard a rumor that you were the person to talk to if I wanted to get caught up."

"Oh, I could totally help you out," Willow said, her eyes filling with excitement as she started talking.

_**End of Flashback**_

* * *

Closing her green eyes, Willow frowned as she realized that this feeling hasn't always been there. The feelings she originally felt for Buffy was friendship and envy, but that changed somewhere, and Willow wasn't sure when that had happened. She was almost positive she didn't have feelings for Buffy while she was dating Oz, and knew with certainty that they weren't there during her relationship with Tara. However, Willow wanted to know when they did surface.

_Was it after Tara's death while we were fighting the First? Was I that eager to love again that I pushed aside my grief for Tara to find love with someone else?_ Willow wondered, opening her eyes again as they filled with tears._ Or was it while I was away from everyone else, trying to heal from the pain of losing Tara? Maybe it was when I first came back and Buffy welcomed me with open arms_?

Unable to decide when her feelings for her best friend had changed, Willow climbed out of the bed and headed for the bathroom, deciding that a shower was needed. Walking into bathroom, Willow quickly turned the shower on its hottest temperature and walked back into the room to grab some clothes out of her bag.

After returning to the bathroom, Willow quickly undressed and slid under the boiling water, letting it wash the fresh tears that had begun to fall down her face as one thought echoed through her mind over and over again.

_My life is cursed._

* * *

**A/N: Thank you Gimpy72 for reading this and being my beta. **


	9. Chapter Eight: The New vs Old Willow

**Chapter Eight: The New vs Old Willow**

Standing in her room, Buffy paced back and forth as she thought about Willow. She didn't know how she to handle having feelings for her best friend. Nor did she know how to accept that Willow will never love her, at least no like she loved Tara.

Closing her hazel eyes for a few moments before reopening them, Buffy looked at the picture of her, Willow, and Xander from high school. It hurt to see their smiling faces and remember all they had lost and how much they had changed since that picture had been taken. Xander had gotten engaged, ran away from the wedding, stopped his best friend from destroying the world, lost an eye because of the First, then married his ex-fiance.

Buffy, herself, had died twice. She had lost the love of her life twice, once to save the world, the other time was because it was the best thing for both of them. She had dated a Marine, and lost him because of her own stupidity. She died trying to prevent hell on earth because she refused to kill her sister. She was brought back from the dead, by Willow, and was lost for so long. She had even screwed a soulless vampire just to feel alive, allowing him to hurt her because he could. She then fought a group of geeks and attempted to stop her best friend from destroying the world, only to have Xander accomplish what she could not. After that she fought the First Evil and won, preventing yet another apocalypse.

Willow had changed the most out of all of them. Going from the sweet, quiet girl to the enemy, and back to friend. She became interested in magic and had became an extremely powerful witch. Oz cheated on her before she turned lesbian and started dating Tara, only to have Oz show up to try to win her back. As she and Tara grew closer, Willow also grew stronger in her magicks, both light and dark. She fought a hell god and hurt her, brought back the dead, lost her soulmate because of a nerd, tried to destroy the world, and then saved it later on by activating all potential slayers. But the thing that showed the greatest thing in the once timid redhead was when she murdered the man that killed Tara.

It still amazed Buffy that Willow had changed so much. Willow had gotten better, learned to control her magicks once again, but Buffy knew that she wasn't the Willow they all knew and loved. She'd never be that Willow again.

However, every time Buffy looked at her, she swore she saw pieces of the old Willow hidden beneath the grief and guilt. The shyness, the babbling, they were all parts of the old Willow. The only thing Buffy missed now was the excitement that always would surround Willow in Tara's presence. The excitement was 100% Willow. Buffy could remember their first conversation about Willow tutoring her, and how excited the redhead had gotten at the thought. Her eyes had became huge, and she started talking quickly, amusing Buffy with the adorableness that was Willow Rosenberg.

Now that excitement was gone. There was no sweet innocence. No excited babbling about knowledge or love, only nervous babbling filled the air around Willow. The light that once filled her eyes died with Tara, and Buffy hated it. She wanted that light back. She wanted her friend back, and knew that the only way to do that would be to find her someone just as amazing as Tara, but no one existed.

Feeling her heart break at her own thoughts, Buffy walked out of her room, deciding she needed to be moving around. She couldn't sit here anymore. She needed to find Willow.

* * *

Driving down the highway, Buffy searched everywhere for Willow's car, hoping her friend hadn't made it too far yet. She couldn't let Willow leave, not now. When she drove past a hotel, Buffy frowned as she caught sight of the familiar vehicle and turned her own car around to double check.

Pulling up beside the small red car, Buffy frowned at the little vehicle before walking up to the door it was parked in front of and knocking. When the door opened, Buffy and Willow stared at each other in silence for a few moments before Willow broke it.

"What are you doing here, Buffy?" Willow asked, looking at Buffy in confusion.

"What the hell is wrong with you?" Buffy snapped, her anger causing her snap.

"Huh?"

"You just run off without even a proper goodbye? I let you do that once, Willow. I let you run off after the battle without saying anything because I knew you needed to get away, but I'll be damned if I let you run away again now."

"It's not your decision, Buffy. Its mine. I don't belong to you. You're not my mother, you're not my father, and you're sure as hell, not my girlfriend. You can't tell me where I can go or even if I can go. I choose for myself," Willow responded, her own temper flaring.

"Tara wouldn't want this for you! She wouldn't want you to run away every time you feel afraid!"

"How the hell would you know what Tara would want? You didn't know her like I did, Buffy. She'd want me to find peace, and I haven't found it. Not on my own, and not with you and the slayerettes," Willow said, her voice filled with anger.

"You haven't found peace because you refuse to let go of the guilt. Tara's gone, Will, and you blame yourself. It wasn't your fault though. _Warren_ shot Tara, not you. _Warren_ took her life, not you. Why do you blame yourself, when he's the one that pulled that trigger?"

"Because I let her go," Willow whispered, feeling her heart break at the sudden realization of the truth.

Silence fell between the two friends for a few minutes as Buffy processed Willow's words. "What are you talking about?" Buffy asked, staring at her friend in confusion. "You told me yourself you tried to bring her back from the dead but it didn't work. How did you let her go if you tried everything in your power to bring her back?"

"I let go of the pain, Buff. I let it go and allowed myself to heal for just a second, and I lost her. I betrayed Tara by letting go of the pain from losing her and allowing myself to feel something again. I let go of her by moving on," Willow explained, not looking at Buffy, but looking at the picture of Tara on the nightstand.

"Will?" Buffy whispered, before walking over to pull her friend into a hug, holding her as she broke down once again.

It always tore Buffy apart watching Willow cry and not being able to do anything but hold her. She held her best friend for a long time in silence, the only sound filling the room was the sound of Willow's sobs as she held tightly to her best friend for comfort.

After Willow's cries quieted a little, Buffy loosened her hold on her best friend and pulled back to look into the sad green eyes. "Willow..." Buffy muttered softly, unable to look away from the darkening green eyes as she closed the short distance between them and captured Willow's lips with her own, unable to deny herself the feel and taste of Willow's lips any longer.

* * *

**A/N: Thank you Gimpy72 for all your wonderful help with this story and the others. **


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